A: 1. Apply sum collected to 2 credits in proportion to their amounts 2. If he received it for the account of partnership, the whole sum shall be applied to partnership credit Note: Requisites: 1. At least 2 debts, one where the collecting partner is creditor and the other, where the partnership is the creditor 2. Both debts are demandable 3. Partner who collects is authorized to manage and actually manages the partnership PARTNER WHO RECEIVES SHARE OF PARTNERSHIP CREDIT Q: What is the obligation of a partner who receives share of partnership credit? A: To bring to the partnership capital what he has received even though he may have given receipt for his share only. Note: Requisites: 1. A partner has received in whole or in part, his share of the partnership credit 2. Other partners have not collected their shares 3. Partnership debtor has become insolvent Q: May a person who has not directly transacted in behalf of an unincorporated association be held liable for a contract entered into by such association? A: Yes. The liability for a contract entered into on behalf of an unincorporated association or ostensible corporation may lie in a person who may not have directly transacted on its behalf, but reaped benefits from that contract. (Lim Tong Lim v. Philippine Fishing Gear Industries Inc., G.R. No. 136448, Nov. 3, 1999) PROHIBITION IN ENGAGING IN BUSINESS Q: What are the rules regarding the prohibition to engage in another business? A: INDUSTRIAL PARTNER CAPITALIST PARTNER Prohibition Cannot engage in business for himself unless the partnership expressly permits him to do so Cannot engage in business (with same kind of business with the partnership) for his own account, unless there is a stipulation to the contrary Remedy Capitalist partners may: 1. Exclude him from the firm 2. Avail themselves of the benefits which he may have obtained 3. Damages, in either case (Art. 1789, NCC) Capitalist partner, who violated shall: 1. Bring to the common fund any profits accruing to him from said transaction; and 2. Bears all losses (Art. 1808, NCC)
UST G OLDEN N OTES 2011 Q: Joe and Rudy formed a partnership to operate a car repair shop in Quezon City. Joe provided the capital while Rudy contributed his labor and industry. On one side of their shop, Joe opened and operated a coffee shop, while on the other side, Rudy put up a car accessories store. May they engage in such separate businesses? Why? A: Joe, the capitalist partner, may engage in the restaurant business because it is not the same kind of business the partnership is engaged in. On the other hand, Rudy may not engage in any other business unless their partnership expressly permits him to do so because as an industrial partner he has to devote his full time to the business of the partnership (Art. 1789, NCC) .
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- Fall '16
- james reyes